UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
VIEW SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Colorado | 59-2928366 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
7833 Walker Drive, Suite 520 Greenbelt, MD, 20770 |
20770 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 236-8200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] YES [X] NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] YES [X] NO
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in a definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] YES [X] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| [ ] | Large accelerated filer | [ ] | Accelerated filer |
| [ ] | Non-accelerated filer | [X] | Smaller reporting company |
| [ ] | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] YES [X] NO
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Note. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity as of the last business day of the most recently completed second fiscal quarter, was $707,585.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 1,909,926,481 as of July 1, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None
TABLE OF CONTENTS
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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Information included in this Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of View Systems, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
In this report, unless the context requires otherwise, references to the “Company”, “View Systems”, “we”, “us” and “our” are to View Systems, Inc.
CORPORATE HISTORY
View Systems was incorporated in Florida on January 25, 1989, as Beneficial Investment Group, Inc. and became active in September 1998 when we began development of our digital video product line and changed the company’s name to View Systems, Inc. Starting in 1999 we expanded our business operations through a series of acquisitions of technologies we use in our digital video recorder technology products and in our concealed weapons technology.
On July 25, 2003, View Systems incorporated View Systems, Inc. as a wholly owned Nevada corporation for the sole purpose of changing the domicile of the company from Florida to Nevada. On July 31, 2003, articles of merger were filed with the states of Florida and Nevada to complete the domicile change. In 2009 we domiciled to Colorado.
OUR BUSINESS
View Systems, Inc. develops, produces and markets computer software and hardware systems for security and surveillance applications. In 1998 digital video recorder technology was our first developed product and we enhanced this product line by developing interfaces with other various technologies, such as facial recognition, access control cards and control devices such as magnetic locks, alarms and other common security devices.
We expanded our product line in 2002 to include a concealed weapons detection system we call ViewScan. We have penetrated four major market segments for this product: correctional facilities, judicial facilities, probation offices and federal facilities in the Mid-Atlantic States, the West Coast and the South. In 2003 we added a hazardous material first response wireless video transmitting system to our product line we refer to as Visual First Responder. The markets for these units are first responder units for agencies such as the National Guard, Coast Guard, Army, state law enforcement agencies, and fire departments. Both of these technologies were licensed initially from the U.S. Department of Energy’s Idaho National Engineering Laboratory (“INEL”). Until 2005 we assembled all of our products in-house.
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PRODUCTS AND SERVICES
We currently have the concealed weapons detection system product. We no longer manufacture the “first responder” system for competition reasons. Our current principal products and services include:
ViewScan Concealed Weapons Detection System
ViewScan, which is also sold under the name “Secure Scan”, is a walk-through concealed weapons detector, which uses data sensing technology to accurately pinpoint the location, size and number of concealed weapons. Today we no longer sell these units except for special orders paid in advance for an average retail price of approximately $9,500 with a one year extended warranty. We have licensed the manufacturing and selling of the initial ViewScan to a company called IP Video that has built 25 units and is selling them and paying a $300 Royalty payment per unit sold.
Medical Services Including Men’s Health and Physiological Quality of Life
The Company sold its Medical Services division; which is comprised of Men’s Health clinic interests, to Ultimate Sports, Inc. in exchange for 122,500 shares of Ultimate Sports, Inc. and Ultimate Sports, Inc. As part of the new direction the company is investigated Hemp as a medicinal ingredient for a plethora of products.
OUR REMAINING MARKET
A primary market for our ViewScan portal has been federal and state government courthouses, county and municipal buildings, and correctional facilities. We have installed our ViewScan weapons detection products in a variety of courthouse, federal government and correctional facility situations including the Security and Exchange Commission.
MANUFACTURING
We no longer manufacture the current View Scan product. We have devised an enhanced version which we are in process of filing for a patent and calling the ViewScan II.
We are in process of changing our provisional patent into a permanent patent. We are capable of building a wide archway to facilitate current commercial class (up to 42 inches opening) doors.
SALES AND DISTRIBUTION
Even though we get the occasional new order, we no longer solicit sales of the current View Scans but instead capitalize on the demand for parts and service. Until we a have our new and improved model in production we will service, fix and repair field operating units. The inquires we get we forward to A+Video, the company we licensed the Original ViewScan technology to.
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MAJOR CUSTOMERS
Domestic United States.
COMPETITION
The markets for our products are extremely competitive. Competitors include a broad range of companies that develop and market products for the identification and video surveillance markets. In the weapons detection market, we compete with Ranger Security Scanners, Inc. and Garrett Electronics, Inc. in the United States, and an Italian company, CEIA SpA, which has the most sophisticated electromagnetic induction product. CIEA apparently believes we have good ideas as they have copied various methods and enhancements from our products.
TRADEMARK, LICENSES AND INTELLECTUAL PROPERTY
Certain features of our products and documentation are proprietary, and we rely on a combination of patent, contract, copyright, trademark and trade secret laws and other measures to protect our proprietary information. We limit access to, and distribution of, our software, documentation and other proprietary information. As part of our confidentiality procedures, we generally enter into confidentiality and invention assignment agreements with our employees and mutual non-disclosure agreements with our manufacturing representatives, dealers and systems integrators. Notwithstanding such actions, a court considering these provisions may determine not to enforce such provisions or only partially enforce such provisions.
The ViewScan concealed weapons detection technology involves sensing technology and data acquisition/analysis software subsystems that have patents pending or issued to the U.S. Department of Energy. We have not renewed our license, with the INEL to commercialize, manufacture and market the concealed weapons detection technology. View Systems has not filed for patents and has found that the expense and difficulty of patenting this product would be financially prohibitive.
Governmental ownership of the patents is advantageous to us; however, the costs have outweighed the benefits. We have not received improvements, the promised funding or active support from our government licensors. We have, however, paid significant monies and spent considerable time to advance the technologies.
Because the software and firmware (software imbedded in hardware) are in a state of continuous development, we have not filed applications to register the copyrights for these items. However, under law, copyright vests upon creation of our software and firmware. Registration is not a prerequisite for the acquisition of copyright rights. We take steps to insure that notices are placed on these items to indicate that they are copyright protected. The copyright protection for our software extends for the 20-year statutory period from the date of first “publication,” distribution of copies to the general public, or from the date of creation, whichever occurs first.
We have also obtained licenses for certain software from third parties for incorporation into our products.
RESEARCH AND DEVELOPMENT
We outsource improvements or changes when requested by customers and warranted financially.
REGULATORY ENVIRONMENT
We are not subject to government approval or regulation in the manufacture of our products or the components in our products. However, our products are subject to certain government restrictions on sales to “unfriendly” countries and countries designated as adversarial, which may limit our sales to the international market. In addition, our resellers and end users may be subject to numerous regulations that stem from surveillance activities. We also benefit from the recent “made in America” trade laws where non-United States manufactures must secure waivers in order to sell security and surveillance products to United States domestic end-users.
Cost and effect of compliance with environmental laws
The Company has not determined any recognizable cost related to compliance with environmental laws.
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EMPLOYEES
As of the date of this Annual Report, we have four persons, including two customer service engineers and two office personnel, which administration. Two persons are part-time and we also contract with two independent contractors who devote a majority of their work to a variety of our projects. Our employees are not presently covered by any collective bargaining agreement. Our relations with our employees are good, and we have not experienced any work stoppages by our employees.
RISK FACTORS
You should carefully consider the risks, uncertainties and other factors described below because they could materially and adversely affect our business, financial condition, operating results and prospects and could negatively affect the market price of our common stock. Also, you should be aware that the risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not yet know of, or that we currently believe are immaterial, may also impair our business operations and financial results. Our business, financial condition or results of operations could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
In assessing these risks you should also refer to the other information contained in or incorporated by reference to this Annual Report on Form 10-K, including our financial statements and the related notes.
WE HAVE EXPERIENCED HISTORICAL LOSSES AND A SUBSTANTIAL ACCUMULATED DEFICIT. IF WE ARE UNABLE TO REVERSE THIS TREND, WE WILL LIKELY BE FORCED TO CEASE OPERATIONS.
Even though we posted net profit for 2018 due to the conversion of some payables to equity and expiration of some other debts, we incurred operating losses for the past two fiscal years, which consist of $134,036 for 2019 and $25,242 for 2018. In addition, we had an accumulated deficit of $30,030,877 at December 31, 2019 as compared with $28,791,901 at December 31, 2018. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital will be required for future periods for: (i) new product development expenses; (ii) potential marketing costs and professional fees; or (iii) we encounter greater costs associated with general and administrative expenses or offering costs. As a result, we are unable to predict whether we will achieve profitability in the future, or at all.
The uncertainty and factors described throughout this section may impede our ability to economically develop, produce, and market our products effectively. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future.
WE HAVE A WORKING CAPITAL DEFICIT AND SIGNIFICANT CAPITAL REQUIREMENTS. SINCE WE WILL CONTINUE TO INCUR LOSSES UNTIL WE ARE ABLE TO GENERATE SUFFICIENT REVENUES TO OFFSET OUR EXPENSES, INVESTORS MAY BE UNABLE TO SELL OUR SHARES AT A PROFIT OR AT ALL.
We had a net loss of 1,238,976 for fiscal year ended December 31, 2019 and net cash used in operations of $209,592 for the fiscal year ended December 31, 2018. Because we have not yet achieved or acquired sufficient operating capital and given these financial results along with our expected cash requirements in 2020, additional capital investment will be necessary to develop and sustain our operations.
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OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS RAISED DOUBT OVER OUR ABILITY TO CONTINUE AS A GOING CONCERN.
The independent registered public accounting firm’s report accompanying our December 31, 2019 audited financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that the Company will continue as a going concern” for a period of one year from the issuance of the financial statements. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected
We have incurred substantial operating and net losses, as well as negative operating cash flow and do not have financing commitments in place to meet expected cash requirements for the next twelve months. Our net operating loss for continuing operations for the year ended December 31, 2019 was $134,036 and our net loss for the year ended December 31, 2019 was $370,650. Our accumulated deficit was $29,162,551 at December 31, 2019. We are unable to fund our day-to-day operations through revenues alone, and management believes we will incur operating losses for the near future while we develop our enhanced technology. We have had to rely on debt financing to cover cash shortfalls. As a result, we continue to have significant working capital and stockholders’ deficits including a substantial accumulated deficit at December 31, 2019. Our independent registered public accounting firms have included an explanatory paragraph in their respective reports on our consolidated financial statements for the fiscal years ended December 31, 2019, and December 31, 2018 that expressed substantial doubt regarding our ability to continue as a going concern.
WE NEED ADDITIONAL EXTERNAL CAPITAL AND IF WE ARE UNABLE TO RAISE SUFFICIENT CAPITAL TO FUND OUR PLANS, WE MAY BE FORCED TO DELAY OR CEASE OPERATIONS.
Based on our current growth plan we believe we may require approximately $350,000 in additional financing within the next twelve months to develop our enhanced technology. Furthermore, if the cost of our development, production and marketing programs are greater than anticipated, we may have to seek additional funds through public or private share offerings or arrangements with corporate partners. There can be no assurance that we will be successful in our efforts to raise these required funds, or on terms satisfactory to us. Our success will depend upon our ability to access equity capital markets and borrow on terms that are financially advantageous to us. However, we may not be able to obtain additional funds on acceptable terms. If we fail to obtain funds on acceptable terms, then we might be forced to delay or abandon some or all of our business plans or may not have sufficient working capital to develop products, finance acquisitions, or pursue business opportunities. If we borrow funds, then we could be forced to use a large portion of our cash reserves, if any, to repay principal and interest on those loans. If we issue our securities for capital, then the interests of investors and stockholders will be diluted. We are attempting to raise at least $600,000 through an offering of securities.
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WE MUST SUCCESSFULLY INTRODUCE NEW OR ENHANCED PRODUCTS AND MANAGE THE COSTS ASSOCIATED WITH PRODUCING SEVERAL PRODUCT LINES TO BE SUCCESSFUL. WE OPERATE IN A MARKET WHICH IS SUBJECT TO RAPID TECHNOLOGICAL AND OTHER CHANGES AND INCREASING COMPETITION COULD LEAD TO PRICING PRESSURES, REDUCED OPERATING MARGINS, LOSS OF MARKET SHARE AND INCREASED CAPITAL EXPENDITURES.
Our future success depends on our ability to continue to improve our existing products. For example, our short-term success will depend on improvement of the ViewScan portal product line. We cannot be certain that we will be successful at producing multiple product lines and we may find that the cost of production of multiple product lines inhibits our ability to maintain or improve our gross profit margins. In addition, the failure of our products to gain or maintain market acceptance or our failure to successfully manage our cost of production could adversely affect our financial condition.
The markets for our ViewScan product is highly competitive and we expect increased competition in the future that could adversely affect our revenue and market share. Larger established companies with high brand recognition may develop products and services that are competitive with our core products and services. These competitors may be able to devote greater resources than us to the development, promotion and sale of their products and services and respond more quickly than we can to new technologies or changes. We may not be able to compete effectively with current or future competitors, especially those with significantly greater resources or more established customer bases, which may materially adversely affect our sales and our business.
PROTECTION OF OUR INTELLECTUAL PROPERTY IS LIMITED AND ANY MISUSE OF OUR INTELLECTUAL PROPERTY BY OTHERS COULD HARM OUR BUSINESS, REPUTATION AND COMPETITIVE POSITION.
Our trademarks, copyrights, trade secrets, trade dress and designs are valuable and integral to our success and competitive position. However, we cannot assure you that we will be able to adequately protect our proprietary rights through reliance on a combination of copyrights, trademarks, trade secrets, confidentiality procedures, contractual provisions and technical measures from outside influences.
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Protection of trade secrets and other intellectual property rights in the markets in which we operate and compete is highly uncertain and may involve complex legal questions. We cannot completely prevent the unauthorized use or infringement of our intellectual property rights, as such prevention is inherently difficult.
We also expect that the more successful we are, the more likely that competitors will try to illegally use our proprietary information and develop products that are similar to ours, which may infringe on our proprietary rights. In addition, we could potentially lose future trade secret protection for our source code if any unauthorized disclosure of such code occurs. The loss of future trade secret protection could make it easier for third parties to compete with our products by copying functionality. Any changes in, or unexpected interpretations of, the trade secret and other intellectual property laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our confidential information and trade secret protection. If we are unable to protect our proprietary rights or if third parties independently develop or gain access to our or similar technologies, our business, service revenue, reputation and competitive position could be materially adversely affected.
THE CONFIDENTIALITY, NON-DISCLOSURE AND OTHER AGREEMENTS WE USE TO PROTECT OUR PRODUCTS, TRADE SECRETS AND PROPRIETARY INFORMATION MAY PROVE UNENFORCEABLE OR INADEQUATE.
We protect our products, trade secrets and proprietary information, in part, by requiring all of our employees and consultants to enter into agreements providing for the maintenance of confidentiality. We also enter into non-disclosure agreements with our technical consultants to protect our confidential and proprietary information. We cannot assure you that our confidentiality agreements with our employees, consultants and other third parties will not be breached, that we will be able to effectively enforce these agreements, that we will have adequate remedies for any breach, or that our trade secrets and other proprietary information will not be disclosed or will otherwise be protected.
WE HAVE NOT REGISTERED COPYRIGHTS FOR OUR VIEWSCAN PRODUCTS, WHICH MAY LIMIT OUR ABILITY TO ENFORCE THEM.
We have not registered our copyrights in all of our materials, website information, designs or other copyrightable works. The United States Copyright Act automatically protects all of our copyrightable works, but without registration we cannot enforce those copyrights against infringers or seek certain statutory remedies for any such infringement. Preventing others from copying our products, written materials and other copyrightable works is important to our overall success in the marketplace. In the event we decide to enforce any of our copyrights against infringers, we will first be required to register the relevant copyrights, and we cannot be sure that all of the material for which we seek copyright registration would be registrable in whole or in part, or that once registered, we would be successful in bringing a copyright claim against any such infringers.
THE SUCCESS OF OUR BUSINESS DEPENDS UPON THE CONTINUING CONTRIBUTION OF OUR KEY PERSONNEL, INCLUDING MR. JOHN CAMPO, OUR CHIEF EXECUTIVE OFFICER AND MR> GUNTHER THAN, OUR FORMER CHIEF EXECUTIVE OFFICER, WHOSE KNOWLEDGE OF OUR BUSINESS WOULD BE DIFFICULT TO REPLACE IN THE EVENT WE LOSE HIS SERVICES.
We are dependent on the services of John Campo and Gunther Than, our Chief Executive Officer and former Chief Executive Officer, and members of our Board and our other executive officers and members of our senior management team. For example, the loss of Mr. Campo or Mr. Than could damage customer relations and could restrict our ability to raise additional working capital if and when needed. There can be no assurance that Mr. Than will continue in his present capacity for any particular period of time. Other than non-compete provisions of limited duration included in employment agreements that we may or will have with certain executives, we do not generally seek non-compete agreements with key personnel, and they may leave and subsequently compete against us. The loss of service of any of our senior management team, particularly those who are not party to employment agreements with us, or our failure to attract and retain other qualified and experienced personnel on acceptable terms, could have a material adverse effect on our business.
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WE MAY BE UNABLE TO ATTRACT AND RETAIN THE SKILLED EMPLOYEES NEEDED TO SUSTAIN AND GROW OUR BUSINESS.
Our success to date has largely depended on, and will continue to depend on, the skills, efforts and motivations of our executive team and employees, who generally have significant experience with our Company. Our success also depends largely on our ability to attract and retain highly qualified persons. We may experience difficulties in locating and hiring qualified personnel and in retaining such personnel once hired, which may materially and adversely affect our business.
OUR DIRECTORS AND OFFICERS ARE ABLE TO EXERCISE SIGNIFICANT INFLUENCE OVER MATTERS REQUIRING STOCKHOLDER APPROVAL.
As of the date of this Annual Report, we have 548,915,727 shares of common stock issued and outstanding and 5,589,647 shares of preferred stock issued and outstanding. As of May 29, 2020, our directors and executive officers collectively hold approximately 5% of the voting power of our common and 91% of the preferred stock entitled to vote on any matter brought to a vote of the stockholders. Including the effects of Gunther Than’s, our Chief Executive Officer’s voting preferred stock, our directors and officers have the power to vote approximately 5% of common shares (based on the assumed effects of conversion of all of Mr. Than’s preferred stock) as of the date of this Annual Report. Pursuant to Colorado law and our bylaws, the holders of a majority of our voting stock may authorize or take corporate action with only a notice provided to our stockholders. A stockholder vote may not be made available to our minority stockholders, and in any event, a stockholder vote would be controlled by the majority stockholders.
OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.
Some of our officers and directors serve only part time and can become subject to conflicts of interest. Some devote part of their working time to other business endeavors, including consulting relationships with other entities, and have responsibilities to these other entities. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. Because of these relationships, our officers and directors could be subject to conflicts of interest. Currently, we have no policy in place to address such conflicts of interest.
COLORADO LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS.
Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
FAILURE TO MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT WOULD LEAD TO LOSS OF INVESTOR CONFIDENCE IN OUR REPORTED FINANCIAL INFORMATION.
Pursuant to proposals related to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Amendment No. 2 to Form 10-K for the fiscal year ending December 31, 2008, we have been required to furnish a report by our management on our internal control over financial reporting. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.
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To maintain compliance with Section 404 of the Act, we engage in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging and requires management to dedicate scarce internal resources and to retain outside consultants.
During the course of our testing, we may identify deficiencies which we may not be able to remediate in time for securities disclosure reporting deadlines. In addition, if we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.
THERE IS NO SIGNIFICANT ACTIVE TRADING MARKET FOR OUR SHARES, AND IF AN ACTIVE TRADING MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SHARES MAY BE UNABLE TO SELL THEM PUBLICLY.
There is no significant active trading market for our shares, and we do not know if an active trading market will develop. An active market will not develop unless broker-dealers develop interest in trading our shares, and we may be unable to generate interest in our shares among broker-dealers until we generate meaningful revenues and profits from operations. Until that time occurs, if it does at all, purchasers of our shares may be unable to sell them publicly. In the absence of an active trading market:
| ● | Investors may have difficulty buying and selling our shares or obtaining market quotations; |
| ● | Market visibility for our common stock may be limited; and |
Moreover, the market price for our shares is likely to be highly volatile and subject to wide fluctuations in response to various factors, including the following: (i) actual or anticipated fluctuations in our quarterly operating results and revisions to our expected results; (ii) changes in financial estimates by securities research analysts; (iii) conditions in the market for our products; (iv) changes in the economic performance or market valuations of companies specializing in the defense industries; (v) announcements by us or our competitors of new services, strategic relationships, joint ventures or capital commitments; (vi) addition or departure of key personnel; (vii) litigation related to any intellectual property; and (viii) sales or perceived potential sales of our shares.
In addition, the securities market has from time to time, and to an even greater degree since the last quarter of 2007, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares. Furthermore, in the past, following periods of volatility in the market price of a public company’s securities, shareholders have frequently instituted securities class action litigation against that company. Litigation of this kind could result in substantial costs and a diversion of our management’s attention and resources.
OUR COMMON STOCK IS CONSIDERED TO BE “PENNY STOCK.”
Our common stock is considered to be a “penny stock” because it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Securities Exchange Act of 1934, as amended. These include but are not limited to, the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock but must trade it on an unsolicited basis.
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The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.
BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stocks.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES.
Because of the limited trading market for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our common stock may suffer greater declines because of its price volatility.
The market price of our common stock may be higher or lower than the price you may pay for your shares. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:
| ● | variations in our quarterly operating results; |
| ● | loss of a key relationship or failure to complete significant transactions; |
| ● | additions or departures of key personnel; and |
| ● | fluctuations in stock market price and volume. |
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Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.
In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.
WE HAVE NOT PAID, AND DO NOT INTEND TO PAY, CASH DIVIDENDS IN THE FORESEEABLE FUTURE.
We have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities which we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.
SALES OF OUR COMMON STOCK RELYING UPON RULE 144 MAY DEPRESS PRICES IN THE MARKET FOR OUR COMMON STOCK BY A MATERIAL AMOUNT.
As of the date of this Annual Report, all of our common stock held by non-affiliates that was issued before December 31, 2015 and was either issued in a registered offer for sale or exchange or has been issued and outstanding beyond applicable holding periods imposed by Rule 144 under the Securities Act of 1933, as amended. Thus, with 100% of our common stock issued prior to December 31, 2013 to non-affiliates being freely tradeable, there is a significant risk that sales under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to registration of shares of Common Stock of present stockholders, may have a depressive effect upon the price of our common stock in the over-the-counter market, especially in situations where a large volume of shares is offered for sale at the same time.
Securities saleable pursuant to the Rule 144 exemption from registration may only be resold, however, if all of the requirements of Rule 144 have been met, including, but not limited to, the requirement that the issuer of the securities have made available all required public information. However, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of at least six months and the other requirements of Rule 144 have been satisfied. Presently shares of restricted Common Stock held by non-affiliates of the Company may be sold, subject to compliance with Rule 144, six months after issuance, provided that our Exchange Act registration remains in effect and we are current in our disclosure reporting obligations.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
As of the date of this Annual Report, there are no unresolved SEC Staff comments.
ITEM 2. DESCRIPTION OF PROPERTY
We share office space for administration with our accounting firm at 7833 Walker Drive, Greenbelt, MD 20770. This location serves as our principal executive office.
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As of the date of this Annual Report, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASERS OF EQUITY SECURITIES.
MARKET INFORMATION
Our common stock has been quoted on the OTC Bulletin Board under the symbol “VYST.OB” up to October 2008 and from October 17, 2008 under the symbol “VSYM.OB” and is traded over the counter. The following table sets forth the high and low price information of the Company’s common stock for the periods indicated.
OTC Bulletin Board (1) (2)
| FISCAL YEAR ENDED DECEMBER 31, 2019: | High | Low | ||||||
| Fourth Quarter | $ | 0.00002 | $ | 0.00001 | ||||
| Third Quarter | $ | 0.00002 | $ | 0.00001 | ||||
| Second Quarter | $ | 0.002 | $ | 0.0010 | ||||
| First Quarter | $ | 0.001 | $ | 0.002 | ||||
| FISCAL YEAR ENDED DECEMBER 31, 2018: | ||||||||
| Fourth Quarter | $ | 0.003 | 0.002 | |||||
| Third Quarter | $ | 0.005 | $ | 0.003 | ||||
| Second Quarter | $ | 0.002 | $ | 0.002 | ||||
| First Quarter | $ | 0.001 | $ | 0.002 | ||||
| (1) | Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions. |
| (2) | Source: www.nasdaq.com |
SHAREHOLDERS OF RECORD
As of July 2, 2020, there were approximately 407 holders of record of our common stock, not including holders who hold their shares in street name.
DIVIDENDS
We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future dividends.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining
future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| Equity compensation plans approved by security holders | 5,000,000 | (1) | - | 36,340,900 | (2) | |||||||
| Equity compensation plans not approved by security holders | - | - | - | |||||||||
| Total | 5,000,000 | - | 36,340,900 | |||||||||
| (1) | Represents shares reserved for the Company’s 2010 Equity Incentive Plan. | |
| (2) | Represents shares reserved for the Company’s 2010 Service Provider Stock Compensation Plan. |
2010 EQUITY INCENTIVE PLAN
The 2010 Equity Incentive Plan (“EIP”) is intended to attract, motivate, and retain employees of the Company, consultants who provide significant services to the Company, and members of the Board of Directors of the Company who are not employees of the Company. The EIP is designed to further the growth and financial success of the Company by aligning the interests of the participants, through the ownership of stock and through other incentives, with the interests of the Company’s stockholders.
Benefits under the 2010 EIP. As defined under the 2010 EIP, the Board may grant any one or a combination of Incentive Stock Options (within meaning of the Code), Non-Qualified Stock Options, Restricted Stock, as well as Performance Awards (collectively, “Awards”).
Administration of the 2010 Equity Incentive Plan. The EIP will be administered by the Board of Directors. If it chooses, the Board may delegate its authority to a Compensation Committee to be appointed by the Board (the “Committee”), which Committee may be comprised of two or more “outside directors” as described in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain limitations in the 2010 EIP, the Board establishes the terms and conditions of awards granted under the 2010 EIP, interprets the 2010 EIP and all awards under the 2010 EIP, and administers the 2010 EIP.
Eligible Participants under the 2010 EIP. Except for Incentive Stock Options which may only be granted to Employees of the Company, Awards under the 2010 EIP may be granted to Employees, Directors, and Consultants of the Company (as such terms are defined in the 2010 EIP) who are designated by the Board. No employee may receive Awards under this 2010 EIP in any given year which, singly or in the aggregate, cover more than 150,000 shares of the Company’s Common Stock.
Shares Available under the 2010 EIP. The aggregate number of shares of Common Stock that may be issued or transferred to grantees under the 2010 EIP shall not exceed 50,000,000 shares. If there is a stock split, stock dividend or other relevant change affecting the Company’s shares, appropriate adjustments will be made in the number of shares that may be issued or transferred in the future and in the number of shares and price of all outstanding Awards made before such event. If shares under an Award are not issued or transferred, those shares would again be available for inclusion in future Award grants.
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Awards Under the 2010 EIP
Stock Options. The Board may grant options qualifying as incentive stock options under the Code and nonqualified stock options. The term of an option shall be fixed by the Board, but shall not exceed ten years. In the case of death of the holder of the option or upon the termination, removal or resignation of the option holder for any reason other than for cause within one year of the occurrence of a Change of Control (as that term is defined in the 2010 EIP), an option may be extended for up to 12 months depending on the circumstances. The option price shall not be less than the fair market value of the Common Stock on the date of grant. In the case of an award of Incentive Options to an employee possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent corporation or subsidiary corporation as those terms are defined in the Code, the option price shall not be less than 110% of the fair market value of the Common Stock on the date of grant and the option term shall not exceed five years from date of grant. Payment of the option price may be by cash or, with the consent of the Board, by tender of shares of Common Stock having an equivalent fair market value or delivery of shares of Common Stock for which the option is being exercised to a broker for sale on behalf of the option holder. With respect to Incentive Options, the aggregate fair market value of shares of Common Stock for which one or more options granted may for the first time become exercisable during any calendar year shall not exceed $100,000.
Restricted Stock. The Board may also award shares of Restricted Stock. The shares will be issued as restricted stock within the meaning of Rule 144 of the Securities Act of 1933, as amended. Such grant would set forth the terms and conditions of the award, including the imposition of a vesting schedule during which the grantee must remain in the employ of the Company in order to retain the shares under grant. If the grantee’s employment terminates during the period, the grant would terminate and the grantee would be required to return any unvested shares to the Company. However, the Board may provide complete or partial exceptions to this requirement as it deems equitable. Unless an Award specifically provides otherwise, any shares not otherwise vested shall vest upon the death, disability, termination, removal or resignation of the grantee for any reason other than for cause within one year of the occurrence of a Change of Control (as that term is defined in the 2010 EIP). The grantee cannot dispose of the shares prior to the expiration of forfeiture restrictions set forth in the grant. During this period, however, the grantee would be entitled to vote the shares and, at the discretion of the Board, receive dividends. Each certificate would bear a legend giving notice of the restrictions in the grant.
Performance Awards. The Board may grant Performance Units or Performance Shares in consideration of services performed or to be performed, under which payment may be made in shares of the Common Stock, a combination of shares and cash, or cash if the performance of the Company or any subsidiary or affiliate of the Company selected by the Board meets certain goals established by the Board during an award period. The Board would determine the goals, the length of an award period and the minimum performance required before a payment would be made. In order to receive payment, a grantee must remain in the employ of the Company until the completion of, and settlement under, the award period, except that the Board may provide complete or partial exceptions to that requirement as it deems equitable.
Other Stock or Performance-Based Awards. The Board also may grant shares of common stock or performance based Awards on the terms and conditions it determines in its discretion, as well as other rights not an Award otherwise described in the 2010 EIP but is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of common stock or cash as are deemed by the Board to be consistent with the purposes of the 2010 EIP. Such other stock or performance-based Awards may be in addition to, or in lieu of, cash or other compensation due the grantee.
Other Information about the 2010 EIP
The 2010 EIP will terminate in 2020 unless terminated earlier by our Board or extended by our Board with the approval of the stockholders.
Our Board may amend, suspend or terminate the 2010 EIP at any time, but such amendment, suspension or termination shall not adversely affect any Award then outstanding without the participant’s consent. Any amendment that would constitute a “material amendment” of the 2010 EIP (as determined by the Board, in its sole discretion, subject to the rules and regulations of the OTCBB, if any, governing the use of such term in the context of an employee benefit plan), as amended, shall be subject to stockholder approval. Likewise, if the Exchange Act requires the Company to obtain stockholder approval, then such approval will be sought.
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Unless approved by stockholders or as specifically otherwise required by the 2010 EIP (for example, in the case of a stock split), no adjustments or reduction of the exercise price of any outstanding incentive may be made in the event of a decline in stock price, either by reducing the exercise price of outstanding incentives or by canceling outstanding incentives in connection with re-granting incentives at a lower price to the same individual.
Awards may be exercised only by the Employee, Director, or Consultant to whom they are granted and are generally not assignable or transferable except for limited circumstances upon a grantee’s death, or pursuant to rules that may be adopted by the Board. The Board may establish rules and procedures to permit a grantee to defer recognition of income or gain for incentives under the 2010 EIP.
It is anticipated that all members of the Board of Directors will participate in the 2010 EIP. Although the 2010 EIP has been approved, the Board of Directors has not contracted with the Company to implement the 2010 EIP into effect.
Amendments, Termination, Alteration or Suspension of the plan will impair the rights of any participant, only if mutually agreed to, in writing and signed by the participant and the Company.
General Information about the 2010 Service Provider Stock Compensation Plan
The Company’s 2010 Service Provider Stock Compensation Plan (“SCP”) is intended to promote the interests of the Company and its subsidiaries by offering those officers, directors, employees and consultants or advisors of the Company or any subsidiary who assist in the development and success of the business of the Company or any subsidiary, the opportunity to be compensated for their services in the form of Company stock in lieu of payment in cash.
Benefits of the 2010 SCP. The 2010 SCP is registered with the SEC pursuant to the Securities Act. Therefore, all eligible recipients accepting awards of stock for services under the SCP will receive registered stock. Payment for services in the form of registered stock is beneficial to the Company because it enables the Company to preserve its cash while enabling it the possibility of receiving valuable services from service providers. Not all service providers are expected to accept payment in Company stock. Those service providers that accept payment for services in Company Common Stock may liquidate the stock at any time at market price provided there is sufficient volume in the stock at time of sale. The usual investment risks in our Common Stock would apply to the stock issued pursuant to the SCP.
Administration of the 2010 SCP. The 2010 SCP initially will be administered by the Board of Directors. If it chooses, the Board may delegate its authority to a Board-appointed committee comprised of two or more “outside directors” as described in Section 162(m) of the Internal Revenue Code of 1986, as amended, for general administration of the SCP. The Board may also delegate its authority to a committee comprised of inside directors to administrate the SCP for non-executive officers and other service providers. The Board or the respective committees establish the terms and conditions of awards granted under the 2010 SCP, interpret the 2010 SCP and all awards under the 2010 SCP, and administer the 2010 SCP.
Eligible Participants under the 2010 SCP. Awards under the 2010 SCP may be granted to employees, officers, or directors of the Company or its affiliates, and/or to consultants or advisers currently providing bona fide services to the Company or its affiliates (“Service Providers”). Awards may be made under the SCP only if, at the time of grant, a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is available to register either the offer or the sale of the Company’s securities to such Service Provider because the nature of the services that the Service Provider is providing to the Company is consistent with the instructions governing the use of Form S-8, including the SEC interpretive Releases pertaining to Form S-8, then in effect. No Award under the Plan may be made for services provided in connection with the offer or sale of securities in a capital-raising transaction or for services that directly or indirectly promote or maintain a market for the Company’s securities.
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Shares Available under the 2010 SCP. The aggregate number of shares of Common Stock that may be issued or transferred to grantees under the 2010 SCP shall not exceed 50,000,000 shares. The number of shares of Stock reserved for the SCP shall be adjusted proportionally to reflect, subject to any required action by stockholders, any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change. Available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the SCP and will not reduce the number of shares available under the SCP, subject to applicable stock exchange requirements. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. If shares covered by an Award are forfeited or expire, or terminates without delivery of any stock subject thereto, those shares would again be available for inclusion in future Award grants.
Other Information about the 2010 SCP. The 2010 SCP will terminate automatically in 2020 unless terminated earlier by our Board or extended by our Board with the approval of the stockholders.
Our Board may amend, suspend or terminate the 2010 SCP at any time as to any shares of Common Stock as to which awards have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange requirements.
Grant of Options under the 2010 SCP. During fiscal year ended December 31, 2019, we did not grant any stock options. During fiscal year ended December 31, 2013, we granted an aggregate of 10,000,000 stock options to one of our directors. The stock options are exercisable into shares of common stock at $0.03 per share for a period of ten years. As of the date of this Annual Report, none of the stock options have been exercised. See “Item 11. Executive Compensation”.
INFORMATION RELATING TO OUTSTANDING SHARES
As of December 31, 2019 there were 548,915,727 shares of our common stock issued and outstanding and 5,589,647 shares of our preferred stock issued and outstanding. Except for 50,000,000 shares reserved under our 2010 Equity Incentive Plan, we have not reserved any other shares for issuance upon exercise of common stock purchase warrants or stock options.
All of our issued and outstanding common shares (of which 45,507,132 shares are owned by officers, directors and principal stock holders) were issued in a registered transaction or otherwise have been held for a period in excess of six months and are eligible to be resold pursuant to Rule 144 promulgated under the Securities Act.
The resale of our shares of common stock owned by officers, directors and affiliates is subject to the volume limitations of Rule 144. In general, Rule 144 permits our affiliate shareholders who have beneficially-owned restricted shares of common stock for at least six months to sell without registration, within a three-month period, a number of shares not exceeding one percent of the then outstanding shares of common stock. Furthermore, if such shares are held for at least six months by a person not affiliated with the company (in general, a person who is not one of our executive officers, directors or principal shareholders during the three month period prior to resale), such restricted shares can be sold without any volume limitation, provided all of the other requirements for resale under Rule 144 are applicable.
RECENT SALES OF UNREGISTERED SECURITIES
During fiscal year ended December 31, 2019 we issued an aggregate of 231,210,201 shares of common stock to convert principal and accrued interest on convertible debentures.
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USE OF PROCEEDS FROM REGISTERED SECURITIES
2014 Registration Statement
On March 10, 2014, we filed a registration statement with the Securities and Exchange Commission Form S-1 to register 100,000,000 shares of our common stock at a per share price of $0.04 to raise up to $4,000,000.00 in proceeds and to register 6,000,000 shares on behalf of two selling shareholders. The SEC file number of the registration statement is 333-169804. The Form S-1 was declared effective by the SEC on August 14, 2014. The stated primary purposes of the offering are to obtain additional capital to: (1) facilitate product fulfillment (manufacturing, packaging and shipment), which we anticipate will enable future orders to be self funding; (2) provide working capital to finance corporate acquisitions and the integration of new technologies; and (3) retire debt through cash payment or the exchange of debt obligations with payment in registered common stock. The offering price for our shares registered in the offering is $0.04 per share for an aggregate offering price of $4,000,000.00.
As of the date of this Annual Report, we have not sold or exchanged common stock registered in the registration statement for cash, services, or in exchange for forgiveness of any debt obligation. The offering at all times has been self-underwritten, meaning we have been offering the registered shares ourselves, and we have not entered into an agreement for an underwriter to acquire some or all of the shares registered. We have not incurred a material amount of expenses in offering the shares for sale because the market price of our common stock was below the fixed offering price provided in the prospectus. Also, we understand that the selling shareholders named in the prospectus have not sold their respective shares registered in the registration statement.
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ISSUER PURCHASE OF SECURITIES
None.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following analysis of our consolidated financial condition and results of operations for the years ended December 31, 2019 and 2018 should be read in conjunction with the Consolidated Financial Statements and other information presented elsewhere in this annual report.
OVERVIEW
We have decided to include in our sales efforts other products aside the concealed weapons detection system. Currently, customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are for a one year period that begins after any other warranties expire.
In the short term, management plans to self fund through personal investment of time and money. Then the next phase of our business plan will be to raise additional funds through common stock offerings to provide working capital to finance several acquisitions. In the past, when possible we have conserved our cash by paying employees, consultants, and independent contractors with our common stock. On June 1, 2010, by majority shareholder consent, we adopted our 2010 Service Provider Stock Compensation Plan. Reserved for equity issuances under the Service Provider Stock Compensation Plan are 50,000,000 shares of our common stock. On July 21, 2010, we registered the common stock issuable under the 2010 Equity Incentive Plan and the 2010 Service Provider Stock Compensation Plan. A total of 100,000,000 shares are reserved for issuances under the two plans.
Merger or Acquisitions in 2019
As of this date, there are no pending acquisitions at the time of this filing.
Although we have agreed in a Memorandum of Understanding that the investments made into Sannabis & New Columbia Resources give View Systems a First Right of Refusal to acquire both companies at an discounted value for the investment. Please find attachment of the MOU in this filing.
Manufacturing
We no longer manufacture the ViewScan (original) since we have licensed it to a company called IP-Video Corporation since we have determined a new and enhanced wider opening model is needed to continue in continue in the walk through portal security market. Until we patent the new enhanced unit we are quiescent in our manufacturing activities.
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RESULTS OF OPERATIONS FOR FISCAL YEARS ENDED DECEMBER 31, 2019 AND DECEMBER 31, 2018
The following discussions are based on the consolidated financial statements of View Systems and its subsidiaries. These charts and discussions summarize our financial statements for the years ended December 31, 2019 and 2018 and should be read in conjunction with the financial statements, and notes thereto, included with this Annual Report.
SUMMARY COMPARISON OF OPERATING RESULTS
| Years ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Revenues, net | $ | 1,400 | $ | 32,502 | ||||
| Cost of sales | - | - | ||||||
| Gross profit (loss) | 1,400 | 32,502 | ||||||
| Total operating expenses | 715,179 | 57,744 | ||||||
| Loss from continuing operations | (713,779 | ) | (25,242 | ) | ||||
| Total other income (expense) | (525,197 | ) | 988,175 | |||||
| Net income (loss) | (1,238,976 | ) | 918,238 | |||||
| Net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
The following chart provides a breakdown of our sales in 2019 and 2018.
| 2019 | 2018 | |||||||
| ViewScan | $ | - | $ | - | ||||
| Warranty | 0 | 30,767 | ||||||
| Service, installation, training, etc | 1,400 | 1,735 | ||||||
| Total | $ | 1,400 | $ | 32,502 | ||||
Our sales backlog at December 31, 2019 was $-0-.
Fiscal Year Ended December 31, 2019 Compared to Fiscal Year Ended December 31, 2018.
Our net loss for fiscal year ended December 31, 2019 was $(1,238,976) compared to a net income of $918,238 for fiscal year ended December 31, 2018.
We generated revenues of $1,400 during fiscal year ended December 31, 2019 compared to revenues of $32,502 during fiscal year ended December 31, 2018.
We have experienced a cessation of sales of our products as a result of giving an exclusive license to manufacture our previous version to a large distributer of security products.
We incurred an operating loss of ($713,779) during fiscal year ended December 31, 2019 as compared to an operating loss of ($25,242) in fiscal year ended in December 31, 2018. Our expenses increased primarily due to a significant increase in professional fees, salaries and benefits, professional fees and administrative driven by our investment in then afore mentioned entities with the intent of adding other revenue streams to our core business.
Thus, our net loss f of ($1,238,976) during fiscal year ended December 31, 2019 included a ($383,010) derivative, interest and loss on stock conversion expense. The net income during fiscal year ended December 31, 2018 was ($918,238) was primarily due to a gain on renegotiated debt of $1,272,123.
The weighted average number of shares outstanding was 390,579,210 for fiscal year ended December 31, 2019 compared to 326,705,526 for fiscal year ended December 31, 2018.
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN
Fiscal Year Ended December 31, 2019
As of December 31, 2019, our current assets were $20,835 and our current liabilities were $1,594,693. As of December 31, 2019, current liabilities were comprised of: (i) $161,715 in accounts payable and accrued expenses; (ii) $492,115 in accrued and deferred compensation; (iii) $134,237 in accrued and withheld payroll taxes payable; (iv) $13,841 in accrued interest payable; (v) $-0- in accrued royalties payable; (vi) $266,512 in loans from stockholders; (vii) $142,421in notes payable; (viii) deferred revenue of $0 and (ix) derivative liability of $383,852;.
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The increase in total assets during fiscal year ended December 31, 2019 from fiscal year ended December 31, 2018 was primarily due to an investment in a related party.
As of December 31, 2019, our total liabilities were $1,594,693 comprised of current liabilities. The increase in liabilities during fiscal year ended December 31, 2019 from fiscal year ended December 31, 2018 was primarily due to the increase in convertible loans and accrued derivative liability.
Stockholders’ deficit increased to ($1,573,858) for fiscal year ended December 31, 2019 from ($953,885) for fiscal year ended December 31, 2018.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities.
Cash Flows from Investing Activities
For fiscal year ended December 31, 2019, net cash flows used in investing activities was $0 compared to $0 for fiscal year ended December 31, 2018.
Cash Flows from Financing Activities
For the fiscal year ended December 31, 2019, net cash flows provided from financing activities was $210,427 compared to $93,000 for fiscal year ended December 31, 2018, which primarily consisted of proceeds from convertible notes.
PLAN OF OPERATION AND FUNDING
We have incurred losses from operations for the past three fiscal years and had a net operating loss of ($713,779) at fiscal year ended December 31, 2019. Our revenues from product sales have ceased and are not sufficient to cover all of our operating expenses. Our auditors have expressed substantial doubt that we can continue as a going concern. We are continuing to push acquiring other income streams.
Management intends to finance our 2020 operations primarily with loans and any cash short falls will be addressed through equity or debt financing, if available. Management expects revenues will continue to be non-existant in the short term but will increase in the long term as additional products are brought on-line moving forward. We will need to continue to raise additional capital, both internally and externally, to cover cash shortfalls and to compete in our markets. At our current revenue levels management believes we will require an additional $600,000 in equity financing during the next 12 months to satisfy our cash requirements of approximately $50,000 per month for operations and to facilitate our new business plans both in these bio-resource markets and the development of an advanced Detection Portal.
These operating costs include cost of sales, general and administrative expenses, salaries and benefits and professional fees related to contracting engineers. We have insufficient financing commitments in place to meet our expected cash requirements for 2020 and we cannot assure the company we will be able to obtain financing on favorable terms. If we cannot obtain financing to fund our operations in 2020, then we will be required to reduce our expenses and scale back our operations.
| 22 |
Going Concern
The market price of our common stock has fallen below the fixed price of our registered stock offering, as in prior years we may again have insufficient financing commitments in place to meet our expected cash requirements for 2020. We cannot assure you that we will be able to obtain financing on favorable terms. If we cannot obtain financing to fund our operations in 2020, then we may be required to further reduce our expenses and scale back our operations. These factors raise substantial doubt of our ability to continue as a going concern. Footnote 2 to our financial statements provides additional explanation of Management’s views on our status as a going concern. The audited financial statements contained in this Annual Report do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts of liabilities that may result should we be unable to continue as a going concern.
Our independent registered accounting firm included an explanatory paragraph in their reports on the accompanying financial statements for December 31, 2019 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
COMMITMENTS AND CONTINGENT LIABILITIES
We share an office at 7833 Walker Dr., Greenbelt, Maryland 20770. We rent on a quarter to quarter basis.
Our total current liabilities increased to ($1,594,693) in fiscal year ended December 31, 2019 compared to ($953,885) at fiscal year ended December 31, 2018. As of December 31, 2019, our short and long term notes payable consist of the following:
Stockholder Demand loan payable with interest at 5% per month dated September 18, 2009. The loan is secured by the Company’s accounts receivable. The note was payable in full on December 17, 2009 and is currently in default. | 50,000 | 50,000 | ||||||
| Convertible promissory note with interest at 12% per year dated January 24, 2018, convertible into the Company’s common stock 50% discount to the lowest trading price during the 25 trading days immediately preceding conversion. The note was due October 24, 2018 and is currently in default | 16,831 | 53,000 | ||||||
| Convertible promissory note with interest at 12% per year dated July 2, 2018, convertible into the Company’s common stock 50% discount to the lowest trading price during the 25 trading days immediately preceding conversion. The note was due July 2, 2019 and is currently in default | 40,000 | 40,000 | ||||||
| Convertible promissory note with interest at 12% per year dated August 19, 2019, convertible into the Company’s common stock 58% discount to the lowest trading price during the 25 trading days immediately preceding conversion. The note is due August 19, 2020 | 38,000 | - | ||||||
| Convertible promissory note with interest at 12% per year dated October 8, 2019, convertible into the Company’s common stock 50% discount to the lowest trading price during the 25 trading days immediately preceding conversion. The note is due October 20, 2020 | 50,000 | - | ||||||
| Convertible promissory note with interest at 12% per year dated October 22, 2019, convertible into the Company’s common stock 50% discount to the lowest trading price during the 25 trading days immediately preceding conversion. The note is due October 22, 2020 | 53,000 | - |
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
CONTRACTUAL OBLIGATIONS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.
CRITICAL ACCOUNTING POLICIES
We have one main products, namely the concealed weapons detection system. In all cases revenue is considered earned when the product is shipped to the customer, installed (if necessary) and accepted by the customer as a completed sale. Each product has an unconditional 30 day warranty, during which time the product can be returned for a complete refund. Customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are for one year period that begins after any other warranties expire. The revenue from warranties is recognized on a straight line bases over the period covered by the warranty. Prior to the issuance of financial statements management reviews any returns subsequent to the end of the accounting period which are from sales recognized during the accounting period, and makes appropriate adjustments as necessary. Product prices are fixed or determinable and products are only shipped when collectability is reasonably assured.
| 23 |
Stock Based Compensation
We account for share-based compensation at fair value. Stock based compensation cost for stock options granted to employees, board members and service providers is determined at the grant date using an option pricing model. The value of the award that is ultimately expected to vest is recognized as expensed on a straight-line basis over the requisite service period.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company”, the Company is not required to provide this information.
| 24 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
VIEW SYSTEMS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019 AND 2018
C O N T E N T S
| 25 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and
Stockholders of View Systems, Inc. and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of View Systems, Inc. (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
As discussed in Note 2 to the consolidated financial statements, the Company’s continuing operating losses raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of the consolidated financial statements. Management’s plans are also described in Note 2. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.
/s/ Boyle CPA, LLC
We have served as the Company’s auditor since 2016
Bayville, NJ
July 2, 2020
| 26 |
View Systems, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 2019 and 2018
| 2019 | 2018 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 835 | $ | - | ||||
| Investment in related party | 20,000 | - | ||||||
| Total current assets | 20,835 | - | ||||||
| Total assets | $ | 20,835 | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Bank overdraft | $ | - | $ | 73 | ||||
| Accounts payable and accrued expenses | 161,715 | 167,215 | ||||||
| Accrued and withheld payroll taxes payable | 134,237 | 134,237 | ||||||
| Accrued compensation | 492,115 | - | ||||||
| Accrued interest payable | 13,841 | 10,777 | ||||||
| Loans from stockholders | 266,512 | 266,512 | ||||||
| Notes payable | 142,421 | 129,667 | ||||||
| Derivative liability | 383,852 | 244,004 | ||||||
| Deferred revenue | - | 1,400 | ||||||
| Total current liabilities | 1,594,693 | 953,885 | ||||||
| Stockholders’ Deficit | ||||||||
| Convertible preferred stock, authorized 10,000,000 shares, $.001 par value, | ||||||||
| Issued and outstanding 5,589,647 | 5,590 | 5,590 | ||||||
| Common stock, authorized 5,000,000,000 shares, $.001 par value, | ||||||||
| Issued and outstanding 548,915,727 | 560,915 | |||||||
| Issued and outstanding 329,705,526 | - | 329,705 | ||||||
| Common stock issuable | 20,500 | 16,000 | ||||||
| Additional paid in capital | 27,870,014 | 27,486,721 | ||||||
| Accumulated deficit | (30,030,877 | ) | (28,791,901 | ) | ||||
| Total stockholders’ deficit | (1,573,858 | ) | (953,885 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 20,835 | $ | - | ||||
See Notes to Consolidated Financial Statements.
| 27 |
View Systems, Inc. and Subsidiaries
Consolidated Statements of Operations
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| Revenues | ||||||||
| Extended warranties | $ | 1,400 | $ | 30,767 | ||||
| Service income | - | 1,735 | ||||||
| Total revenue | 1,400 | 32,502 | ||||||
| Cost of sales | - | - | ||||||
| Gross profit | 1,400 | 32,502 | ||||||
| Operating expenses | ||||||||
| General and administrative | 86,721 | 44,244 | ||||||
| Professional fees | 62,159 | 13,500 | ||||||
| Salaries and benefits | 566,299 | - | ||||||
| Total operating expenses | 715,179 | 57,744 | ||||||
| Loss from operations | (713,779 | ) | (25,242 | ) | ||||
| Other income (expense) | ||||||||
| Derivative expense | (383,010 | ) | (191,004 | ) | ||||
| Gain on renegotiated debt | - | 1,272,123 | ||||||
| Interest expense | (142,187 | ) | (92,944 | ) | ||||
| Total other income (expense) | (525,197 | ) | 988,175 | |||||
| Net income (loss) from continuing operations | $ | (1,238,976 | ) | $ | 962,933 | |||
| Net loss from discontinued operations | $ | - | $ | (44,695 | ) | |||
| Net income (loss) | $ | (1,238,976 | ) | $ | 918,238 | |||
| Net income (loss) per share (basic and diluted) | $ | (0.00 | ) | $ | 0.00 | |||
| Weighted average shares outstanding (basic and diluted) | 390,579,210 | 326,705,526 | ||||||
See Notes to Consolidated Financial Statements.
| 28 |
View Systems, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Deficit
| Additional | ||||||||||||||||||||||||||||||||
| Preferred | Common | Stock | Paid-in | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Issuable | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2017 | 5,589,647 | $ | 5,590 | 326,705,526 | $ | 326,705 | $ | 16,000 | $ | 27,392,125 | $ | (29,761,287 | ) | $ | (2,020,867 | ) | ||||||||||||||||
| Implementation of revenue recognition standard | - | - | - | - | - | - | 51,148 | 51,148 | ||||||||||||||||||||||||
| Beneficial conversion features | - | - | - | - | - | 93,000 | - | 93,000 | ||||||||||||||||||||||||
| Conversion of convertible debt | - | - | 3,000,000 | 3,000 | - | (1,440 | ) | - | 1,560 | |||||||||||||||||||||||
| Disposal of Medical Therapeutics subsidiary | - | - | - | - | - | 3,036 | - | 3,036 | ||||||||||||||||||||||||
| Net income for the year ended December 31, 2018 | - | - | - | - | - | - | 918,238 | 918,238 | ||||||||||||||||||||||||
| Balance, December 31, 2018 | 5,589,647 | 5,590 | 329,705,526 | 329,705 | 16,000 | 27,486,721 | (28,791,901 | ) | (953,885 | ) | ||||||||||||||||||||||
| Conversion of convertible debt | - | - | 231,210,201 | 231,210 | - | 177,293 | - | 408,503 | ||||||||||||||||||||||||
| Beneficial conversion features | - | - | - | - | - | 206,000 | - | 206,000 | ||||||||||||||||||||||||
| Shares subscribed in private placement | - | - | - | - | 4,500 | - | - | 4,500 | ||||||||||||||||||||||||
| Net loss for the year ended December 31, 2019 | - | - | - | - | - | - | (1,238,976 | ) | (1,238,976 | ) | ||||||||||||||||||||||
| Balance, December 31, 2019 | 5,589,647 | $ | 5,590 | 560,915,727 | $ | 560,915 | $ | 20,500 | $ | 27,870,014 | $ | (30,030,877 | ) | $ | (1,573,858 | ) | ||||||||||||||||
See Notes to Consolidated Financial Statements.
| 29 |
View Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (1,238,976 | ) | $ | 918,238 | |||
| Loss from discontinued operations used in operations: | - | 44,695 | ||||||
| Accretion of debt discount | 113,923 | 66,333 | ||||||
| Gain from renegotiated debt | - | (1,272,123 | ) | |||||
| Change in value of derivative liability | 383,010 | 191,004 | ||||||
| Change in operating assets and liabilities: | ||||||||
| (Increase) decrease in cash from: | ||||||||
| Due from related parties | (20,000 | ) | - | |||||
| Increase (decrease) in cash from: | ||||||||
| Accounts payable and accrued expenses | 33,472 | (8,686 | ) | |||||
| Deferred compensation | 492,115 | 24,335 | ||||||
| Accrued interest payable | 28,264 | 8,189 | ||||||
| Deferred revenue | (1,400 | ) | (7,167 | ) | ||||
| Net cash used in operating activities | (209,592 | ) | (35,182 | ) | ||||
| Net cash used in operating activities-discontinued operations | - | (41,659 | ) | |||||
| Net cash used in operations | (209,592 | ) | (76,841 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Bank overdraft | (73 | ) | 73 | |||||
| Proceeds from stock subscription | 4,500 | - | ||||||
| Repayments from stockholders loans | - | (16,269 | ) | |||||
| Proceeds from notes payable | 206,000 | 93,000 | ||||||
| Net cash provided by financing activities | 210,427 | 76,804 | ||||||
| Increase (decrease) in cash | 835 | (37 | ) | |||||
| Cash at beginning of year | - | 37 | ||||||
| Cash at end of year | $ | 835 | $ | - | ||||
See Notes to Consolidated Financial Statements.
| 30 |
View Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| Cash paid for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income Taxes | $ | - | $ | - | ||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Conversion of convertible notes and accrued interest | $ | 127,341 | $ | 1,560 | ||||
| Accounts payable and accrued expense paid with common stock | $ | - | $ | - | ||||
| Notes payable paid by shareholder | $ | - | $ | - | ||||
See Notes to Consolidated Financial Statements.
| 31 |
VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
View Systems, Inc. and Subsidiaries (the “Company”) designs, develops and sells computer software and hardware used in conjunction with surveillance capabilities. The technology utilizes the compression and decompression of digital inputs. In March 2002, the Company acquired Milestone Technology, Inc., which has developed a concealed weapons detection portal. In July 2009, the Company acquired FibreXpress, Inc., which is a company that specializes in developing and selling equipment and components for the fiber optic and communication cable industries.
During the second quarter of 2018, the Company established a new business line in the Erectile Dysfunction Medical market by opening one clinic within its’ Medical Therapeutics subsidiary. In the fourth quarter of 2018, the Company sold its Medical Therapeutics division to another company called Ultimate Sports, Inc.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Milestone Technology, Inc. and FibreXpress, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from the estimates that were used.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with original maturities of three months or less.
| 32 |
VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Effective January 1, 2018, the Company adopted ASU No. 2014-9, “Revenue from Contracts with Customers” and the related amendments (“Topic 606”) using the modified retrospective method. Topic 606 was applied to all uncompleted contracts by recognizing the cumulative effect of initially applying Topic 606 as an adjustment to the opening balancer of equity at January 1, 2018. Due to the cumulative net impact of adopting ASC 606, the January 1, 2018 balance of accumulated deficit was increase by $51,148, primarily relating to the accelerated recognition of revenue on installation projects.
Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
The Company has three main products, namely the concealed weapons detection system, the visual first responder system and the Viewmaxx digital video system. The concealed weapons detection system and the digital video system each require installation and training. The customer can engage us for installation and training, which is a revenue source separate and apart from the sale of the product. Each product has an unconditional 30 day warranty, during which time the product can be returned for a complete refund. Customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty.
During 2019, sales consisted of the sale of one demonstration unit and the fulfillment of extended warranties. During 2018, the Company did not sell its’ products or installation and training, but rather only fulfilled extended warranties on its’ existing installed units. Under the new guidance, there is no change in our revenue recognition for extended warranty as compared to revenue recognition for these transactions under the prior revenue standards. The Company recognizes revenue from extended warranty contracts ratably over the warranty period.
Property and Equipment
Property and equipment is recorded at cost and depreciated over their useful lives, using the straight-line and accelerated depreciation methods. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective accounts, and the resulting gain or loss is included in the results of operations. The useful lives of property and equipment for purposes of computing depreciation are as follows:
| Equipment | 5-7 years |
| Software tools | 3 years |
Repairs and maintenance charges which do not increase the useful lives of assets are charged to operations as incurred. Depreciation expense for the periods ended December 31, 2019 and 2018 amounted to $0 and $0, respectively.
| 33 |
VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income Taxes
Income taxes are recorded under the assets and liabilities method whereby deferred tax assets and liabilities are recognized for the future tax consequences, measured by enacted tax rates, attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the rate change becomes effective. Valuation allowances are recorded for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.
The Company files income tax returns in the U.S. federal jurisdictions, and in various state jurisdictions. The Company is no longer subject to U.S. federal, state and local examinations by tax authorities for years prior to 2011. The Company policy is to recognize interest related to unrecognized tax benefits as income tax expense. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.
Research and Development
Research and development costs are expensed as incurred.
Advertising
Advertising costs are charged to operations as incurred. Advertising costs for the periods ended December 31, 2019 and 2018 were $0 and $0, respectively.
Nonmonetary Transactions
Nonmonetary transactions are accounted for in accordance with ASC 845 “ Nonmonetary Transactions” which requires the transfer or distribution of a nonmonetary asset or liability to be based generally, on the fair value of the asset or liability that is received or surrendered, whichever is more clearly evident.
Financial Instruments
For most financial instruments, including cash, accounts receivable, accounts payable and accruals, management believes that the carrying amount approximates fair value, as the majority of these instruments are short-term in nature.
Stock-Based Compensation
The Company accounts for share-based compensation at fair value. Share-based compensation cost for stock options granted to employees, board members and service providers is determined at the grant date using an option pricing model that uses level 3 unobservable inputs. The value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period.
| 34 |
VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss available to common stockholder by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares and dilutive potential common share equivalents then outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants in addition to shares that may be issued in the event that convertible debt is exchanged for shares of common stock. The calculation of the net loss per share available to common stockholders for the periods ended December 31,, 2019 and 2018 does not include potential shares of common stock equivalents, as their impact would be antidilutive. The following reconciles amounts reported in the financial statements:
| Income | Weighted Avg | |||||||||||
| (Loss) | Shares | Per-share | ||||||||||
| (Numerator) | (Denominator) | Amount | ||||||||||
| Period ended December 31, 2019 | ||||||||||||
| Loss from operations which is the amount that is available to common stockholders | $ | (1,238,976 | ) | 390,579,210 | $ | (0.00 | ) | |||||
| Period ended December 31, 2018 | ||||||||||||
| Income from operations which is the amount that is available to common stockholders | $ | 918,238 | 326,705,526 | $ | (0.00 | ) | ||||||
| 35 |
VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
2. GOING CONCERN
The Company has incurred and continues to incur, losses from operations. For the year ended December 31, 2019 the Company incurred a net loss of $ 1,238,976. For the period ended December 31, 2018 the Company incurred a net income of $918,238, however that income had a one- time increase in income of $1,272,123 for renegotiated debt. That aside, the Company had a loss of $353,885. In addition, certain notes payable have come due and the note holders are demanding payment.
Management is very actively working to cure these situations. It has implemented major plans to for the future growth and development of the Company. Management is in the process of renegotiating more favorable repayment terms on the notes payable and the Company anticipates that these negotiations will result in extended payment plans.
Historically, the Company has financed its operations primarily through private financing. It is management’s intention to finance operations during 2020 primarily through increased sales although there will still be a need for additional equity financing. In addition, management is actively seeking out mergers and acquisitions which would be beneficial to the future growth of the Company. There can be no assurance, however, that this financing will be successful and the Company may be required to further reduce expenses and scale back operations.
As described in Note 4, the Company is currently in default on a $50,000 loan from a stockholder.
The consolidated financial statements presented above and the accompanying Notes have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future, and does not include any adjustments to reflect possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of any extraordinary regulatory action, which would affect our ability to continue as a going concern.
Due to the conditions and events discussed above, there is substantial doubt about the Company’s ability to continue as a going concern.
3. NEW ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued new guidance on the accounting for leases, which supersedes previous lease guidance. Under this guidance, for all leases with terms in excess of one year, including operating leases, the Company will be required to recognize on its balance sheet a lease liability and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance retains a distinction between finance leases and operating leases and the classification criteria is substantially similar to previous guidance. Additionally, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed. The Company is currently evaluating the impact of this guidance on its consolidated balance sheets. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018 with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations as the Company did not have any leases.
| 36 |
VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
4. NOTES PAYABLE
Notes payable as of December 31, 2019 and 2018 consists of the following:
| 2019 | 2018 | |||||||
| Demand loan payable with interest at 5% per month dated September 18, 2009. The loan is secured by the Company’s accounts receivable. The note was payable in full on December 17, 2009 and is currently in default. | $ | 50,000 | $ | 50,000 | ||||
| Convertible promissory note with interest as 12% per year dated January 24, 2018, convertible into the Company’s common stock 50% discount to the lowest trading price during 25 trading days immediately preceding conversion. The note was due October 24, 2018 and is currently in default | 16,831 | 53,000 | ||||||
| Convertible promissory note with interest as 12% per year dated July 2, 2018, convertible into the Company’s common stock 50% discount to the lowest trading price during 25 trading days immediately preceding conversion. The note was due July 2, 2019 and is currently in default | 40,000 | 40,000 | ||||||
| Convertible promissory note with interest as 12% per year dated August 19, 2019, convertible into the Company’s common stock 58% discount to the lowest trading price during 25 trading days immediately preceding conversion. The note is due August 19, 2020 | 38.000 | |||||||
| Convertible promissory note with interest as 12% per year dated October 8, 2019, convertible into the Company’s common stock 50% discount to the lowest trading price during 25 trading days immediately preceding conversion. The note is due October 20, 2020. | 50,000 | |||||||
| Convertible promissory note with interest as 12% per year dated October 22, 2019, convertible into the Company’s common stock 50% discount to the lowest trading price during 25 trading days immediately preceding conversion. The note is due October 22, 2020 | 53,000 | |||||||
| $ | 247,831 | $ | 143,000 | |||||
| Discount on convertible notes | (105,410 | ) | (13,333 | ) | ||||
| $ | 142,421 | $ | 129,667 | |||||
| 37 |
VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
5. INCOME TAXES
For income tax purposes the Company has net operating loss carry forwards of $27,608,848 as of December 31, 2019 that may be used to offset future taxable income. In the instance of future corporate acquisitions, the net operating losses may be used to offset the future taxable income of a qualifying subsidiary corporation which meets IRS regulations governing such situations. The losses have accumulated since 1998 and started to expire in 2018. IRS regulations also provide that significant changes in ownership (greater than 50%) could result in the expiration of some of the net operating loss carry forwards. As of the date of this report the Company has not made an analysis of the changes in ownership to determine if any of these losses have expired.
| The components of the net deferred tax asset as of December 31, 2019 are as follows: | ||||
| Effect of net operating loss carry forward | $ | 8,300,000 | ||
| Less evaluation allowance | (8,300,000 | ) | ||
| Net deferred tax asset | $ | - |
The components of income tax expense (benefit) are as follows:
| Year ended | ||||||||
| December 31, 2019 | December 31, 2018 | |||||||
| Net income (loss) per financial statements which approximates net income (loss) per income tax returns | $ | 1,234,476 | $ | 918,238 | ||||
| Income tax expense (benefit) applying prevailing | ||||||||
| Federal and state income tax rates | (358,000 | ) | 267,000 | |||||
| Less NOL carryforward and valuation allowance | 358,000 | (267,000 | ) | |||||
| Net income tax expense (benefit) | $ | - | $ | - | ||||
Net income tax benefit is not recognized at this time because there is no reasonable expectation that the benefit will be realized in the future.
The Company has adopted accounting rules that prescribe when to recognize and how to measure the financial statement effects, if any, of income tax positions taken or expected on its income tax returns. These new rules require management to evaluate the likelihood that, upon examination by relevant taxing jurisdictions, those income tax positions would be sustained.
Based on that evaluation, if it were more than fifty percent (50%) probable that a material amount of income tax would be imposed at the entity level upon examination by the relevant taxing authorities, a liability would be recognized in the accompanying balance sheet along with any interest and penalties that would result from that assessment. Should any such penalties and interest be incurred, the Company’s policy would be to recognize them as operating expenses.
Due to continuous losses from operations the Company has assigned a full valuation allowance against its deferred tax assets.
6. CONVERTIBLE PREFERRED STOCK
At December 31, 2019 and 2018, the Company has 5,589,647 shares of Series a Preferred Stock outstanding. Each share of Series A Preferred Stock has a liquidation preference in the event of liquidation of the Company of $0.001 per share before any payment of distribution is made to the holders of common stock. Each Series A Preferred share can be converted into common stock in the ration of 15:1.
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VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
7. COMMON STOCK
At December 31, 2019 and 2018, the Company has 560,915,727 and 329,705,526 shares of Common Stock outstanding. During the year ended December 31, 2019, 232,210,201 shares of common stock were issued for the conversion of $408,503 in convertible debentures and accrued interest. During the year ended December 31, 2018, 3,000,000 shares of common stock were issued for the conversion of $1,560 in convertible debentures and accrued interest.
8. OPERATING LEASE
The Company has terminated all leases for office space as of December 31, 2019. The Company handles its executive functions from and shares space with its CPA firm, CG Davis & Associates at 7833 Walker Drive in Greenbelt, MD 20770.
9. STOCK BASED COMPENSATION
On April 2, 2010 the Company adopted its 2010 Equity Incentive Plan. Reserved for equity issuances under the Equity Incentive Plan are 50,000,000 shares of our common stock. During 2011 14,116,433 shares of common stock were issued under the provisions of the 2010 Equity Incentive Plan for which $92,065 of expenses were recognized.
On June 1, 2010 the Company adopted its 2010 Service Provider Stock Compensation Plan. Reserved for equity issuances under the Service Provider Stock Compensation Plan are 50,000,000 shares of our common stock. No equity issuances were made during the reporting period from the 2010 Service Provider Stock Compensation Plan.
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VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
Stock Options and Warrants
Certain nonqualified stock options were issued during the period ended June 30, 2013 to a member of the board of directors as compensation for services performed. These options expired unexercised during the year ended December 31, 2018.
10. RELATED PARTY TRANSACTIONS
Certain stockholders have made cash advances to the Company to help with short-term working capital needs. The net payments to stockholders with unstructured payment plans amounted to $0 and $16,269 for the periods ended December 31, 2019 and 2018, respectively. The total balance due on unstructured loans from stockholders amounted to $266,512 at December 31, 2019 and 2018, respectively. Loans from stockholders made with repayment terms are described in Note 4 above.
11. ISSUABLE COMMON STOCK
As of December 31, 2018 740,000 shares of the authorized shares, amounting to $16,000 had not been issued. During the year ended December 31, 2019, 45,000,000 shares amounting to $4,500 were subscribed but not issued.
12. CONTINGENT LIABILITY
Effective January 1, 2015 the Board of Directors authorized a new employment contract with Gunther Than, CEO of View Systems, Inc. That employment contract provides that in the event of a change in control of the Board of Directors or a buyout or takeover or substantial change of management structure Mr. Than will receive a minimum of three year’s salary plus 4.8 million shares of unrestricted stock of the equivalent in cash at Mr. Than’s direction. With the change in Management in 2019, $376,800 in additional compensation to Mr. Than was accrued. Mr. Than’s current base salary is $120,000 per annum.
Effective July 1, 2019 the Board of Directors authorized a new employment contract with John Campo to become CEO of View Systems, Inc. Mr. Campo’s current base salary is $120,000 per annum.
13. DERIVATIVE INSTRUMENTS
The Company has note payables with elements that qualify as a derivative instrument. The note payable are convertible at the lowest trading price during the previous 25 days ending on the last trading day prior to notice. This variable conversion feature requires bifurcation from the convertible debenture and measurement at fair value.
The derivative liability, as it relates to the instrument, is shown in the following table:
| Beginning balance, January 1, 2018 | $ | - | ||
| Additional issuance | 53,000 | |||
| Change in value of derivative liability | 191,004 | |||
| Fair Value, December 31, 2018 | $ | 244,004 | ||
| Change in value of derivative liability | 139,848 | |||
| Fair Value, December 31, 2019 | $ | 383,852 |
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VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
The derivative liability was valued using the Black-Scholes method with the following inputs:
| Expected life | 9 months | |||
| Stock price volatility | 193.33 | % | ||
| Annual risk-free interest rate | 2.63 | % | ||
| Expected dividends | None |
ASC 820, “Fair Value Measurements” and ASC 825, “Financial Instruments”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument is categorized within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as of December 31, 2019 and 2018 as follows:
| Fair Value Measurements at December 31, 2019 | ||||||||||||||||
| Using Fair Value Hierarchy | ||||||||||||||||
| Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Derivative liability | $ | 383,852 | $ | - | $ | - | $ | 383,852 | ||||||||
| Total | $ | 383,852 | $ | - | $ | - | $ | 383,852 | ||||||||
| Fair Value Measurements at December 31, 2018 | ||||||||||||||||
| Using Fair Value Hierarchy | ||||||||||||||||
| Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Derivative liability | $ | 244,004 | $ | - | $ | - | $ | 244,004 | ||||||||
| Total | $ | 244,004 | $ | - | $ | - | $ | 244,004 | ||||||||
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VIEW SYSTEMS, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
NOTE 14. LICENSE AGREEMENT
In August 2018, the Company executed a license agreement with IPVideo Corporation (“IPVideo”) where the Company licensed the View Scan Concealed Weapons Detection System and all related hardware, software, documentation and manufacturing detail to IPVideo. IPVideo is required to pay $300 to the Company per View Scan unit sold by IPVideo. No units were sold by IPVideo during 2018 or 2019 under this license.
NOTE 15. MEMORANDUM OF UNDERSTANDING WITH SANNABIS
During 2019, the Company agreed to a Memorandum of Understanding to acquire Sannabis S.A.S. and New Columbia Resources, Inc. This agreement gives the Company a First Right of Refusal to acquire both companies upon satisfaction of certain conditions. The conditions have not been met to date and the acquisition has thus not been consummated. During the year ended December 31, 2019, the Company invested $58,660 in developing this agreement, of which $38,660 was for operating expenses and $20,000 was to acquire equipment and supplies for use in this venture.
NOTE 15. DISCONTINUED OPERATIONS
During the third quarter of 2018, the Company made the determination to discontinue its’ Medical Therapeutics subsidiary and exit the erectile dysfunction market. In the fourth quarter of 2018, the Company sold its Medical Therapeutics subsidiary to Ultimate Sports, Inc. (USPS) for 122,500 shares of common stock of USPS. As the Company and USPS are under common management control, the sale was accounted for at historical cost. The Company transferred $10,964 in assets and $14,000 in liabilities to USPS. The results of operations for Medical Therapeutics for the year ended December 31, 2018was as follows:
| Year Ended December 31, 2018 | ||||||||
| Revenues | $ | 98,201 | $ | |||||
| Cost of sales | 20,098 | |||||||
| Operating expenses | 122,798 | |||||||
| 142,896 | ||||||||
| Loss | $ | (44,695 | $ | ) | ||||
NOTE 16. SUBSEQUENT EVENTS
Subsequent to December 31, 2019, the Company issued 1,349,010,754 shares of common stock to convert convertible debentures and accrued interest.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2019. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining internal control over financial reporting for our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial reporting includes those policies and procedures that:
| (1) | pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions . |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and |
| (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or circumvention through collusion of improper overriding of controls. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”) in Internal-Control-Integrated Framework and implemented a process to monitor and assess both the design and operating effectiveness of our internal controls. Based on this assessment, management believes that as of December 31, 2019, our internal control over financial reporting was not effective.
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We have instituted a remediation plan which involves reeducating our management, the accounting staff, and the administrative staff as to the elements of a completed sale. We increased the oversight of the process by increasing the frequency of involvement of outside accounting consultants. Internal systems are being put into place to track and document significant dates, such as delivery, installation and customer acceptance. In addition, the bookkeeping system has been modified so that all sales of extended warranties are automatically recorded as deferred revenue and that the amount of revenue that is ultimately recognized as warranty revenue is as the result of an analysis of the significant aspects of the warranty such as coverage and period.
Changes in Internal Control Over Financial Reporting
Our management has evaluated, with the participation of our Chief Executive Officer/Chief Financial Officer, changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fourth quarter of 2019. In connection with such evaluation, there have been no changes to our internal control over financial reporting that occurred since the beginning of our fourth quarter of 2018 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. While there have been no changes, we have assessed our internal controls as being deficient and have taken steps beginning in 2020 to remedy such deficiencies.
There are no further disclosures.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The following table includes the names and positions held of our executive officers and directors who served during the years ended December 31, 2018 and/or December 31, 2019 and their current ages:
| NAME | AGE | POSITION | DIRECTOR SINCE | ||||
| Gunther Than | 72 | Director and Consultant to the Board | 1998 | ||||
| John Campo | 48 | President and Chairman | 2019 | ||||
| Martin Maassen | 76 | Outside Independent Director | 1999 |
Gunther Than , Director, Treasurer and Chief Executive Officer. Gunther Than was appointed Treasurer in July 2003 and has served as our Chief Executive Officer since September 1998. He served as our President from September 1998 to May 2003 and had served intermittently as Chairman of the Board from September 1998 to September 2003. Mr. Than was the founder, President and CEO of Real View Systems, Inc., a company that developed compression technology. Real View Systems was acquired by View Systems in 1998. Mr. Than is a graduate of the University of Wisconsin.
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Martin Maassen , Director. Mr. Maassen became a Director in May 1999. He formerly served as our Chairman of the Board from April 2000 to September 2002. From September 1995 to the present he was a staff physician at Lafayette Emergency Care, P.C. located in Lafayette, Indiana. He is board-certified in internal medicine and emergency medicine and has served as a staff physician in the emergency departments of Jackson County, Deaconess, Union and St. Elizabeth hospitals located in Indiana. In addition to practicing medicine, he maintains an expertise in computer technologies and their medical applications.
John Campo , The current acting CEO, President & Chairman: Is also, President of New Colombia Resources, Inc., has been involved in public companies for over 20 years. He began his career as a registered representative with a boutique firm in Baltimore, MD. He was President of Elite Equity Marketing, a public relations firm catering to emerging growth companies, from 2001-2008 with offices in Towson, MD and North Miami Beach, FL. He later began Wall Street International focusing on creating awareness for international companies trading in the U.S. In 2009, he introduced Mr. Erasmo Almanza, a Colombian national with coal mining concessions, to VSUS Technologies Inc. n/k/a New Colombia Resources, Inc. to roll up coal mining concessions and get them into production. Mr. Campo is a Colombian American who resides in Sunny Isles Beach, FL and Barranquilla, Colombia.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors, executive officers or control persons has been involved in any of the legal proceedings required to be disclosed in Item 401 of Regulation S-K, during the past five years.
CORPORATE GOVERNANCE MATTERS
Audit Committee
The board of directors has established an audit committee, and the functions of the audit committee are currently performed by our Corporate Secretary, with assistance by expert independent accounting personnel and oversight by the entire board of directors. We are not currently subject to any law, rule or regulation requiring that we establish or maintain an audit committee.
Board of Directors Independence . Our board of directors currently consists of two members. We are not currently subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors.
Audit Committee Financial Expert . Our board of directors has determined that we do not have an audit committee financial expert serving on our audit committee within the meaning of Item 407(d)(5) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to the Company’s financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.
We have not yet replaced our former audit committee financial expert, but we are engaged in finding a suitable replacement.
Code of Ethics
We have not adopted a code of ethics for our executive officers, directors and employees. However, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.
Nominating Committee
We have not yet established a nominating committee. Our board of directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.
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Compensation Committee
We have not established a compensation committee. Our board of directors, sitting as a board, performs the role of a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee. During the last fiscal year, Mr. Gunther Than, an executive officer, participated in our board of directors’ deliberations concerning executive officer compensation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Commission. Officers, directors and greater than ten percent beneficial owners are required by Commission regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received and written representations from reporting persons required to file reports under Section 16(a), all of the Section 16(a) filing requirements applicable to such persons, with respect to fiscal year 2014, appear not to have been complied with to the best of our knowledge.
ITEM 11. EXECUTIVE COMPENSATION.
Management has been compensated entirely in accrued salary, common stock, and reimbursement of fuel expense during the fiscal years ended December 31, 2018 and 2019. The cash value of Mr. Gunther Than’s compensation was determined in negotiations with directors Drs. Maassen and Bagnoli (former director) and was determined based upon an informal survey of human resource firms as to the compensation awarded to chief executives in companies with similar revenues. Our limited revenues have prevented our Chief Executive Officer, Mr. Than, from receiving payment in cash for compensation for services. Mr. Than received $-0- and $0 in cash for salary for 2018 and 2019, respectively.
We paid compensation to each of the directors and executive officers in the following amounts during fiscal year 2018:
| Name | Salary | Position | ||||
| Gunther Than (1) | $ | 0 | As employee to the Board, and Director | |||
| John Campo | $ | 0 | As President and Chairman | |||
| Martin Maassen | $ | 0 | As Independent Director | |||
(1) Mr. Than is reimbursed for his living expenses while out of town from his home. Mr. Than earns an executive salary of $120,000, which is more fully discussed below in the Summary Compensation Table.
SUMMARY COMPENSATION TABLE ‡
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compen- sation ($) | Non- Qualified Deferred Compen- sation Earnings ($) | All Other Compen- sation ($) | Total ($) | |||||||||||||||||||||||||||
| Gunther Than | 2019 | $ | - | $ | -0- | $ | $ | - | ||||||||||||||||||||||||||||
| (Principal Chief Executive Officer, President and Director) | 2018 | 120,000 | (1) | -0- | -0- | 120,000 | ||||||||||||||||||||||||||||||
| Martin Maassen | 2019 | 0 | 0 | |||||||||||||||||||||||||||||||||
| (Director) | 2018 | 0 | 0 | |||||||||||||||||||||||||||||||||
(1) Of the $120,000 salary, $-0- was paid in cash, therefore, the entire amount accrued.
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EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
John Campo - Executive Employment Agreement
On January 1, 2019, our Board of Directors authorized the execution of an executive employment agreement with our President and Chief Executive Officer, John Campo. In accordance with the terms and provisions of the agreement: (i) the Executive shall provide services and perform all duties typical of the offices held by the Executive; (ii) we shall pay to the Executive a base salary of $10,000 per month, payable in form of cash or shares of our common stock as agreed upon, (ii) we shall pay to the Executive an incentive bonus to be determined by the Board of Directors based upon our performance and the results achieved by the Executive in his job performance; (iii) and we shall issue stock options to the Executive to purchase shares of our common stock, such stock options to accrue and vest in accordance with a set schedule to be decided by the Board of Directors.
Gunther Than - Executive Employment Agreement
On January 1, 2014, our Board of Directors authorized the execution of that certain executive employment agreement (the “Executive Agreement”) with our President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer, Gunther Than (the “Executive”). In accordance with the terms and provisions of the Executive Agreement: (i) the Executive shall provide services and perform all duties typical of the offices held by the Executive; (ii) we shall pay to the Executive a base salary of $10,000 per month, payable in form of cash or shares of our common stock as agreed upon, (ii) we shall pay to the Executive an incentive bonus to be determined by the Board of Directors based upon our performance and the results achieved by the Executive in his job performance; (iii) we shall issue stock options to the Executive to purchase shares of our common stock, such stock options to accrue and vest in accordance with a set schedule to be decided by the Board of Directors; (iv) we shall pay to the Executive a per annum payment of at least 1,600,000 shares of common stock and additionally whatever the Board of Directors may give as a bonus at their discretion in exchange for the non-compete provisions contained therein; and (v) in the event of a change in control of the Board of Directors or a buyout or a takeover or substantial change of management, we shall pay to the Executive a minimum of three years salary plus 4,800,000 shares of S-8 common stock or the equivalent in cash at the Executive’s discretion.
In further accordance with the terms and provisions of the Executive Agreement, in consideration of the payment specified above in subparagraph (iv), and for so long as the Executive is employed by us, and for one calendar year following termination of this Executive Agreement, the Executive shall not directly or indirectly own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business entity that materially competes with us.
The term of the Executive Agreement shall commence January 1, 2014 and continue in effect unless terminated by either party upon ninety days written notice. However, in the event the Executive’s employment is terminated by us at our discretion and is without cause, for a period of three years following such termination, the Executive shall be paid his base salary and a bonus for each of the three years equivalent in value to the bonus received in the year prior to his termination. In the event the Executive terminates his employment, we shall pay the Executive the compensation the Executive has earned to the termination date. Lastly, in the event we are acquired or the non-surviving party in a merger or sell all or substantially all of our assets, this Executive Agreement shall not be deemed terminated as a result thereof. This agreement was not renewed at January 1, 2018, but has remained in place.
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Directors Compensation
No director received compensation for services rendered in any capacity to us during the fiscal years ended December 31, 2018 and December 31, 2019.
Indemnification of Directors and Officers
Our Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company or such other corporation in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person’s status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.
Compensation Committee Interlocks and Insider Participation
We have not established a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee. During the last fiscal year, Mr. Gunther Than, an executive officer, participated in our board of directors’ deliberations concerning executive officer compensation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following tables set forth information as of June 17, 2019 regarding the beneficial ownership of our common and preferred stock (Series A), (a) each stockholder who is known by the Company to own beneficially in excess of 5% of our outstanding common stock; (b) each director known to hold common or preferred stock; (c) the Company’s chief executive officer; and (d) the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 548,915,727 shares of common stock outstanding as of December 31, 2019. The percentage of beneficial ownership of preferred stock is based upon 5,589,647 shares of preferred stock outstanding as of December 31, 2019
| NUMBER
OF SHARES | PERCENT
OF SHARES | |||||||||
| NAME AND ADDRESS OF | TITLE | BENEFICIALLY | BENEFICIALLY | |||||||
| BENEFICIAL OWNER | OF CLASS | OWNED | OWNED | |||||||
| Martin Maassen | Common | 10,829,624 | (1) | .1 | % | |||||
| 1340 Fawn Ridge Drive | ||||||||||
| West Lafayette, Indiana 47906 | ||||||||||
| Gunther Than | Common | 20,812,200 | (2) | .3 | % | |||||
| 4300 Lighthouse Drive, | Preferred | 5,089,647 | 91.1 | % | ||||||
| Wind Point, WI 5340 | ||||||||||
| All Directors and officers as a group (3 members) | Common | 31,641,824 | .4 | % | ||||||
| Preferred | 5,089,647 | % | 91.1 | % | ||||||
(1) Represents 10,000,249 common shares held by Mr. Maassen and his spouse and 829,375 common shares held by his spouse.
(2) Represents 20,812,200 common shares held by Mr. Than and 350,625 common shares held by his spouse.
The above table reflects share ownership as of the most recent date. Each share of common stock has one vote per share on all matters submitted to a vote of our shareholders. We have one class of preferred stock, which we named “Series A.” Each share of Series A preferred stock has the equivalent of fifteen votes per share of common stock and is entitled to vote on all matters. Accordingly, Mr. Than’s preferred stock has the voting rights of, and is convertible into, 61,344,705 common shares in addition to his ownership and voting rights to 22,168,383 common shares.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
We do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources. Also, we are so small that having specific policies or procedures of this type would be unworkable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table shows the fees paid or accrued for the audit and other services provided by our independent registered public accounting firm.
| 2019 | 2018 | |||||||
| Audit fees | $ | 10,000 | $ | 10,000 | ||||
| Audit related fees | 0 | 0 | ||||||
| Tax fees | 0 | 0 | ||||||
| All other fees | 0 | 0 | ||||||
Audit Fees
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.
Audit Related Fees
Audit-related fees represent professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax Fees
Tax fees represent professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
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All Other Fees
All other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.
PRE-APPROVAL POLICIES
Our audit committee does not rely on pre-approval policies and procedures. Typically, Management has sought out audit firm candidates and presented them to the audit committee. Before the auditor renders audit and non-audit services our board of directors approves the engagement.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Form 10-K:
*Filed herewith
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 1, 2020.
| View Systems, Inc. | ||
| By: | /s/ John Campo | |
| John Campo | ||
| Chief Executive Officer | ||
| (Principal executive officer, principal financial officer, and principal accounting officer) | ||
Each person whose signature appears below appoints Gunther Than as his or her attorney-in-fact, with full power of substitution and re-substitution, to sign any and all amendments to this report on Form 10-K of View Systems, Inc., and to file them, with all their exhibits and other related documents, with the Securities and Exchange Commission, ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of this appointment. In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Issuer and in the capacities and on the dates indicated:
| Name | Title | Date | ||
| /s/ John Campo | Director, Chief Executive Officer and Treasurer | July 2, 2020 | ||
| John Campo | ||||
| /s/ Gunther Than | Director, President of View System International, Inc. | July 2, 2020 | ||
| Gunther Than | ||||
| /s/ Dr. Martin Maassen | Independent Director |
July 2, 2020 | ||
| Martin Maassen |
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